POSITION: THE CONTRACTOR (IDENTIFIED UNDER THE “FIRST NAME AND LAST NAME” INPUTS IN THE GUEST COLLABORATOR APPLICATION SUBMISSION) AGREES TO WORK WITH SOULIVITY MAGAZINE, OWNED AND OPERATED BY AFFINITI GLOBAL LLC (“THE COMPANY”) PROVIDING WRITTEN, PHOTOGRAPHIC, AND/OR VIDEOGRAPHIC WORKS (“CONTENT”).

PAYMENT: THERE IS NO COMPENSATION TO BE MADE FOR PUBLICATION OF CONTENT THROUGH THE COMPANY.

ASSIGNMENT: CONTRACTOR MAY NOT ASSIGN OR DELEGATE ANY OF ITS RIGHTS OR RESPONSIBILITIES UNDER THIS AGREEMENT TO A THIRD PARTY.

ORIGINAL WORK: FURTHER, THE CONTRACTOR CERTIFIES THAT ALL CONTENT SUBMITTED IS ORIGINAL CONTENT WITH APPROPRIATE CITATIONS.

RELATIONSHIP: NOTHING HEREIN SHALL BE DEEMED TO CONSTITUTE A PARTNERSHIP OR JOINT VENTURE BETWEEN THE COMPANY AND CONTRACTOR. IN ENTERING INTO THIS AGREEMENT, AND IN PROVIDING SERVICES PURSUANT HERETO, CONTRACTOR HAS AND SHALL HAVE THE STATUS OF AN INDEPENDENT CONTRACTOR AND NOTHING HEREIN CONTAINED SHALL CONTEMPLATE OR CONSTITUTE AN AGENT OR EMPLOYEE RELATIONSHIP AND CONTRACTOR SHALL NOT HAVE ANY AUTHORITY TO BIND THE OTHER IN ANY WAY.

LICENSING. THE CONTRACTOR GRANTS THE COMPANY A PERPETUAL, WORLDWIDE, ROYALTY-FREE, NON-EXCLUSIVE AND PERPETUAL LICENSE TO THE CONTENT SUBJECT TO THIS AGREEMENT AS STATED BELOW:

THE CONTRACTOR AGREES TO ALLOW THE COMPANY TO PUBLISH ORIGINAL CONTENT PROVIDED BY THE CONTRACTOR ON THE COMPANY’S WEBSITE (“SOULIVITY.COM”) AND DISTRIBUTE ALL OR A PORTION OF THE ARTICLE IN ANY LANGUAGE, WORLDWIDE.

THE CONTRACTOR GRANTS THE COMPANY THE NONEXCLUSIVE RIGHT TO USE SELECTIONS FROM THE WORK IN THE ADVERTISING AND PROMOTION OF THE COMPANY, SOULIVITY.COM, AND ON ASSOCIATED SOCIAL MEDIA.

THE CONTRACTOR GRANTS THE COMPANY THE RIGHT TO USE THE CONTRACTOR’S NAME, LIKENESS, INFORMATION, AND ASSOCIATED GRAPHICS, IF APPLICABLE, IN CONNECTION WITH THE CONTENT.

EXCEPT FOR THE RIGHTS GRANTED TO THE COMPANY IN THIS AGREEMENT, THE CONTRACTOR RETAINS ALL RIGHTS, INCLUDING COPYRIGHT, IN THE PROVIDED CONTENT.

THE CONTRACTOR REPRESENTS AND WARRANTS THAT THEY HAVE THE RIGHT TO GRANT THESE RIGHTS; THAT THE CONTENT PROVIDED IS ORIGINAL; THAT THEY DO NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENTS, INVADE ANY RIGHT OF PRIVACY, OR INFRINGE UPON ANY STATUTORY OR COMMON LAW COPYRIGHT OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD PARTY; AND THAT ALL STATEMENTS IN THE CONTENT THAT ARE ASSERTED AS FACTS ARE TRUE AND/OR BASED UPON REASONABLE RESEARCH FOR ACCURACY.

THIS LICENSE SHALL CONTINUE TO BE IN FULL FORCE AND EFFECT EVEN IN THE EVENT THAT THIS AGREEMENT FAILS TO BE RENEWED OR IS TERMINATED FOR ANY REASON.

ARBITRATION: ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION, ADMINISTERED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, ADMINISTERED BY A LICENSED ARBITRATOR IN THE JURISDICTION CLOSEST TO THE COMPANY’S OFFICE AND THE ARBITRATION AWARD MAY BE ENTERED FOR JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY REFUSE TO ARBITRATE WHEN THE DISPUTE IS FOR A SUM LESS THAN $ 500. IN NO EVENT SHALL AN AWARD IN AN ARBITRATION INITIATED UNDER THIS CLAUSE EXCEED THE CONTRACTED PRICE OF THE CONTROVERSY IN DISPUTE.

WAIVERS: A WAIVER BY EITHER PARTY OF ANY PROVISION OF THIS AGREEMENT IN ANY INSTANCE SHALL NOT BE DEEMED A CONTINUING WAIVER FOR THE FUTURE.

ATTORNEY’S FEES: IF EITHER PARTY TO THIS CONTRACT BRINGS A LEGAL ACTION AGAINST THE OTHER PARTY TO THIS CONTRACT TO SECURE THE SPECIFIC PERFORMANCE OF THIS CONTRACT, COLLECT DAMAGES FOR BREACH OF THIS CONTRACT, OR OTHERWISE ENFORCE OR INTERPRET THIS CONTRACT, THE PREVAILING PARTY SHALL RECOVER REASONABLE ATTORNEY’S FEES AND ALL COSTS, PREMIUMS FOR BONDS, FEES, AND OTHER EXPENSES EXPENDED OR INCURRED IN THE ACTION IN ADDITION TO ANY OTHER RELIEF THAT MAY BE AWARDED.

CONFIDENTIALITY: THE CONTRACTOR UNDERSTANDS THAT ALL MATERIALS, PRICE LISTS, CONTRACTS, FINANCIAL DOCUMENTS, AGREEMENTS, AND OTHER INFORMATION OR DOCUMENTS THAT ARE GIVEN TO THEMIN THE SCOPE OF THE ASSIGNED DATE ARE THE EXCLUSIVE PROPERTY OF THE COMPANY AND ARE PRIVILEGED AND CONFIDENTIAL INFORMATION. THE CONTRACTOR AGREES NOT TO REVEAL THIS INFORMATION TO ANYONE.

MISCELLANY: THIS AGREEMENT INCORPORATES THE ENTIRE UNDERSTANDING OF THE PARTIES. ANY MODIFICATIONS OF THIS AGREEMENT MUST BE IN WRITING AND SIGNED BY BOTH PARTIES. ANY WAIVER OF A BREACH OR DEFAULT HEREUNDER SHALL NOT BE DEEMED A WAIVER OF A SUBSEQUENT BREACH OR DEFAULT OF EITHER THE SAME PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE DISTRICT OF COLUMBIA.

IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD ILLEGAL, UNENFORCEABLE, INVALID OR OTHERWISE INCAPABLE OF BEING ENFORCED, IN ANY JUDICIAL PROCEEDING, THEN SUCH PROVISION SHALL BE EXCLUDED TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY AND THE REMAINDER OF THIS AGREEMENT SHALL REMAIN OPERATIVE AND BINDING; AND, TO THE EXTENT POSSIBLE, THE INVALID OR UNENFORCEABLE TERM SHALL BE DEEMED REPLACED BY A TERM THAT IS VALID AND ENFORCEABLE, PROVIDED THAT SUCH TERM COMES CLOSEST TO EXPRESSING THE INTENTION OF THE PARTIES AT THE TIME OF THIS AGREEMENT.